Hammond, C. J.,
delivered the majority opinion of the Court. Barnes, J., dissents. Dissenting opinion at page 361, infra.
We have in this appeal the same effort in more refined and sophisticated form to thwart a Board of Education’s choice of [352]*352a school site, disapproved of by the appellants, that was made unsuccessfully in Dixon v. Carroll County Board of Education, 241 Md. 700, and Gaither v. Board of Education of Howard County, 247 Md. 629.
The appellants are a corporation (GHI) which owns 240 acres of land and 1,579 residences thereon situate in the City of Greenbelt in Prince George’s County, and two individuals who are citizens, voters and taxpayers in the County. They jointly brought a bill of complaint that sought to have declared void, both temporarily and permanently, a contract by the Board of Education to purchase a site for a high school. The Board had already paid the purchase money and received its deed and, therefore, demurred to the bill on the ground of mootness. At the initial argument the Board sought to amend its demurrer to include an allegation that the bill did not make out a case on the merits. Judge Powers would not permit the amendment and overruled the demurrer because mootness did not appear on the face of the bill. The Board then answered and moved for summary judgment, with supporting affidavits, again almost entirely relying on mootness. Judge Powers denied the summary judgment but indicated that he would sustain a demurrer, if one were filed, and authorized the Board to withdraw its answer to the bill and file a demurrer. The Board did both, filing a demurrer which relied on five grounds, two of which are applicable and apposite, (1) that the bill failed to state a cause of action, and (2) that the allegations of the bill involve only an “educational matter” as to which the Board has exclusive jurisdiction. Each ground of demurrer was supported by a reference to a Maryland case or a section or sections of the Code.
The appellants filed a brief opposing the sustaining of the demurrer, claiming principally that its allegations lacked the necessary specificity required by Maryland Rule 345 b. The Board filed a statement of “Additional Points and Authorities” in support of its allegation in the demurrer that “the bill of complaint fails to state a cause of action,” which was quite specific in pointing out that the bill stated only conclusions of the appellants that the Board acted arbitrarily, capriciously and fraudulently in acquiring the challenged site, without alleging any facts indicating that its actions were as characterized. Judge Powers [353]*353held that the Statement of Additional Points and Authorities constituted a part of the demurrer and that the demurrer as supplemented went into sufficient detail, and then sustained the demurrer without leave to amend.
The appellants now argue that Judge Powers erred to their prejudice by exercising powers he did not actually have in permitting the withdrawal of the motion for summary judgment and the filing of the second demurrer. They say: “Such an extended preliminary procedure does not enhance justice,” although they would seem themselves to negate any prejudice when they say:
“Since the lower Court was of the opinion that the Bill of Complaint was insufficient, it could and should have made that ruling on Appellee’s Motion for Summary Judgment. Under the lower Court’s theory none of the facts alleged in the Bill of Complaint was material. Their denial, therefore, by Appellee should have been of no consequence. A motion for summary judgment where there is no genuine issue of fact takes on the same function as a demurrer.”
We think the trial court had power to act as he did and that he did not abuse his discretion in so acting. Rule 320 a 4 directs the court at any stage to “disregard any error or defect in * * * pleadings * * * which does not affect the substantial rights of the parties.” Rule 320 c 1 permits “any amendment” to be made at any time before final judgment and decree in a case before the court without a jury. Rule 320 d 1 b provides that “an amendment shall not be made without leave of court but leave to amend shall be freely granted in order to promote justice.” Judge Powers’ leave to file the second demurrer was in effect a granting of the Board’s motion to supplement the original demurrer which he had once denied. The power to permit amendment by withdrawal of a pleading has long been recognized. Mitchell v. Smith, 4 Md. 403; Somervell v. King, 1 Harr. & J. 206. The docket entries and the memorandum-brief of the appellants show that they made no objection or challenge below to the right of the court to act as he did, and here they necessarily acknowledge that they were not [354]*354prejudiced by the procedural course of events when they admit that if the court reached the right result on the merits in his final ruling he should have reached that same result earlier on the Board’s motion for summary judgment.
The appellants can fare no better on the merits. If all the allegations of fact relied on by the appellants in their bill and on the motion for summary judgment are accepted at full face value, they constitute no reason why the Board’s statutorily conferred exercise of judgment and discretion in the selection of a school site should be interfered with by a court. We said in this connection in Dixon (pp. 703-04 of 241 Md.) :
“It is clear that the County board is vested with discretionary power and authority in connection with the building of new schools. See §§ 3, 55 and 56 of Art. 77 of the Code (1965 Replacement Vol.). In Wiley v. School Comm'rs, 51 Md. 401, 404-05, the Court said:
‘If the proposed act in establishing the high school be within the scope of the authority delegated, as it clearly is, it is not competent to [¿¿c] a court of equity [nor for a court of law by mandamus] to restrain the exercise of the discretion of the commissioners given by the statute, unless it be clearly shown that the power has been, or is about to be corruptly and fraudulently used. * * * Where the Legislature has confided the power of determining as to the wisdom and expediency of an act authorized to be done, to a board of public functionaries, with them the decision * * * must rest. And that is the case here. The Board of County School Commissioners being clothed with power, in their discretion, to establish a county high school, their determination upon the subject cannot be reversed or controlled by a court of equity [or law].’
To the same effect are School Commissioners v. Morris, 123 Md. 398; School Com. of Car. Co. v. Breeding, 126 Md. 83, 88; and Coddington v. Helbig, 195 Md. 330 (a case analogous to the instant case in that [355]*355the protestants there sought to prevent the building of new schools and the closing of old ones), in which the Court held there was no proper allegation of illegality or fraud and that the broad authority given to build new schools where needed negated a finding that the bill alleged such a gross abuse of discretion as to. amount to a breach of trust.” (Footnote omitted.)
The fact picture painted by the record reveals that in 1964 the Board contemplated building three schools — an elementary, a junior high and a high school — in the Greenbelt area. In the fall of that year three parcels of land were under consideration.
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Hammond, C. J.,
delivered the majority opinion of the Court. Barnes, J., dissents. Dissenting opinion at page 361, infra.
We have in this appeal the same effort in more refined and sophisticated form to thwart a Board of Education’s choice of [352]*352a school site, disapproved of by the appellants, that was made unsuccessfully in Dixon v. Carroll County Board of Education, 241 Md. 700, and Gaither v. Board of Education of Howard County, 247 Md. 629.
The appellants are a corporation (GHI) which owns 240 acres of land and 1,579 residences thereon situate in the City of Greenbelt in Prince George’s County, and two individuals who are citizens, voters and taxpayers in the County. They jointly brought a bill of complaint that sought to have declared void, both temporarily and permanently, a contract by the Board of Education to purchase a site for a high school. The Board had already paid the purchase money and received its deed and, therefore, demurred to the bill on the ground of mootness. At the initial argument the Board sought to amend its demurrer to include an allegation that the bill did not make out a case on the merits. Judge Powers would not permit the amendment and overruled the demurrer because mootness did not appear on the face of the bill. The Board then answered and moved for summary judgment, with supporting affidavits, again almost entirely relying on mootness. Judge Powers denied the summary judgment but indicated that he would sustain a demurrer, if one were filed, and authorized the Board to withdraw its answer to the bill and file a demurrer. The Board did both, filing a demurrer which relied on five grounds, two of which are applicable and apposite, (1) that the bill failed to state a cause of action, and (2) that the allegations of the bill involve only an “educational matter” as to which the Board has exclusive jurisdiction. Each ground of demurrer was supported by a reference to a Maryland case or a section or sections of the Code.
The appellants filed a brief opposing the sustaining of the demurrer, claiming principally that its allegations lacked the necessary specificity required by Maryland Rule 345 b. The Board filed a statement of “Additional Points and Authorities” in support of its allegation in the demurrer that “the bill of complaint fails to state a cause of action,” which was quite specific in pointing out that the bill stated only conclusions of the appellants that the Board acted arbitrarily, capriciously and fraudulently in acquiring the challenged site, without alleging any facts indicating that its actions were as characterized. Judge Powers [353]*353held that the Statement of Additional Points and Authorities constituted a part of the demurrer and that the demurrer as supplemented went into sufficient detail, and then sustained the demurrer without leave to amend.
The appellants now argue that Judge Powers erred to their prejudice by exercising powers he did not actually have in permitting the withdrawal of the motion for summary judgment and the filing of the second demurrer. They say: “Such an extended preliminary procedure does not enhance justice,” although they would seem themselves to negate any prejudice when they say:
“Since the lower Court was of the opinion that the Bill of Complaint was insufficient, it could and should have made that ruling on Appellee’s Motion for Summary Judgment. Under the lower Court’s theory none of the facts alleged in the Bill of Complaint was material. Their denial, therefore, by Appellee should have been of no consequence. A motion for summary judgment where there is no genuine issue of fact takes on the same function as a demurrer.”
We think the trial court had power to act as he did and that he did not abuse his discretion in so acting. Rule 320 a 4 directs the court at any stage to “disregard any error or defect in * * * pleadings * * * which does not affect the substantial rights of the parties.” Rule 320 c 1 permits “any amendment” to be made at any time before final judgment and decree in a case before the court without a jury. Rule 320 d 1 b provides that “an amendment shall not be made without leave of court but leave to amend shall be freely granted in order to promote justice.” Judge Powers’ leave to file the second demurrer was in effect a granting of the Board’s motion to supplement the original demurrer which he had once denied. The power to permit amendment by withdrawal of a pleading has long been recognized. Mitchell v. Smith, 4 Md. 403; Somervell v. King, 1 Harr. & J. 206. The docket entries and the memorandum-brief of the appellants show that they made no objection or challenge below to the right of the court to act as he did, and here they necessarily acknowledge that they were not [354]*354prejudiced by the procedural course of events when they admit that if the court reached the right result on the merits in his final ruling he should have reached that same result earlier on the Board’s motion for summary judgment.
The appellants can fare no better on the merits. If all the allegations of fact relied on by the appellants in their bill and on the motion for summary judgment are accepted at full face value, they constitute no reason why the Board’s statutorily conferred exercise of judgment and discretion in the selection of a school site should be interfered with by a court. We said in this connection in Dixon (pp. 703-04 of 241 Md.) :
“It is clear that the County board is vested with discretionary power and authority in connection with the building of new schools. See §§ 3, 55 and 56 of Art. 77 of the Code (1965 Replacement Vol.). In Wiley v. School Comm'rs, 51 Md. 401, 404-05, the Court said:
‘If the proposed act in establishing the high school be within the scope of the authority delegated, as it clearly is, it is not competent to [¿¿c] a court of equity [nor for a court of law by mandamus] to restrain the exercise of the discretion of the commissioners given by the statute, unless it be clearly shown that the power has been, or is about to be corruptly and fraudulently used. * * * Where the Legislature has confided the power of determining as to the wisdom and expediency of an act authorized to be done, to a board of public functionaries, with them the decision * * * must rest. And that is the case here. The Board of County School Commissioners being clothed with power, in their discretion, to establish a county high school, their determination upon the subject cannot be reversed or controlled by a court of equity [or law].’
To the same effect are School Commissioners v. Morris, 123 Md. 398; School Com. of Car. Co. v. Breeding, 126 Md. 83, 88; and Coddington v. Helbig, 195 Md. 330 (a case analogous to the instant case in that [355]*355the protestants there sought to prevent the building of new schools and the closing of old ones), in which the Court held there was no proper allegation of illegality or fraud and that the broad authority given to build new schools where needed negated a finding that the bill alleged such a gross abuse of discretion as to. amount to a breach of trust.” (Footnote omitted.)
The fact picture painted by the record reveals that in 1964 the Board contemplated building three schools — an elementary, a junior high and a high school — in the Greenbelt area. In the fall of that year three parcels of land were under consideration. The one contemplated for the high school was Parcel 15 of Greenbelt — an area adjacent to the Capital Beltway and near Greenbelt’s park and lake — and the other two parcels, apparently contemplated for the other two schools, were in Parcel 1 and Parcel 2 at the other end of Greenbelt between the Baltimore-Washington Parkway and the property owned by GHI. Both Parcel 15 and Parcels 1 and 2 were owned or controlled by Charles S. Bresler and Theodore N. Lerner (“Bresler-Lerner”).
The City of Greenbelt was then engaged in adopting a Master Plan for the development of the City consistent, say the appellants, “with the ideals, concepts and vision of The President and Congress of the United States in their establishment in 1935 of the planned community of ‘Green Town’ (now known as Greenbelt) in Prince George’s County.” This Master Plan envisioned the high school in Parcel 15, and the City Council of Greenbelt unanimously made the same recommendation. The Board, desirous of cooperating with Greenbelt, sought and obtained the approval of the State Superintendent of Schools, required by Code (1957), Art. 77, § 56, of the Parcel 15 site and authorized its representative to negotiate with BreslerLerner for its acquisition. An agreement on price could not be reached, and in December 1965 the Board filed two condemnation proceedings to acquire some 42 acres in Parcel 15, some 10.5712 acres in Parcel 1 and some 9.4430 acres in Parcel 2. In July 1965 Bresler-Lerner suggested that they would lower their price for the land in Parcel 15 to the Board’s bid if Green[356]*356belt would agree not to object to Bresler-Lerner’s application for denser zoning on Parcels 1 and 2 (aggregating some 230 acres) than the City’s Master Plan contemplated. The Board arranged meetings between Bresler-Lerner and officials of Greenbelt to see if this were feasible. On October 18, 1965, the City Council of Greenbelt rejected the proposal and in its resolution of rejection moved “that the Board of Education be urged to pursue the acquisition of the high school site in Parcel 15.”
Bresler-Lerner then tried a new approach, offering to transfer to the Board a tract of approximately 55 acres in Parcels 1 and 2, upon which the Board could build an elementary, a junior high school and a high school (a “school-park complex”) for a total price of some $440,000. Because the tract was ■owned by trustees who had recently sold lots nearby to individuals for $17,500 an acre and who feared they could not justify a sale to the Board at $8,000 an acre, Bresler-Lerner proposed to sell the Board half of the 55-acre tract for $16,000 an ■acre and to donate to it the other half, because this arrangement “could result in tax benefits to Bresler-Lerner.”
On December 3, 1965, the Superintendent of Schools for Prince George’s County wrote the City Manager of Greenbelt as follows:
“On Monday, November 29, when the Board of Education made its on-the-site inspection of the various land tracts under consideration for schools in the City of Greenbelt, I indicated to you that this item would not appear on the agenda of the Board meeting which was held on Tuesday, November 30, 1965.
“I did so at that time knowing that the recommendation of our staff to the Board would recommend a ■delay, pending the securing of data from our engineers as to the cost of site development. In either case the site for the senior high school would involve a considerable amount of land removal, and it was the feeling that in addition to the cost of the land the Board should have some opportunity of knowing what site preparation was involved.
[357]*357“We also knew that we would be compelled to secure from the owners of the site an extension of time, as their offer to sell the 55 acres of ground in parcels 1 and 2 was contingent upon a decision date of November 30.
“At the meeting on Tuesday, the Board contacted Mr. Charles Bressler, one of the owners, requesting from him an assurance that an extension of time would be available. Mr. Bressler replied that he could speak for himself and for Mr. Eerner but that he could not guarantee that the trustees of the Gudelski estate would be willing to grant such an extension. The reason for this is that two parcels of land from the holdings of this group of owners have been sold at a price of $17,500 an acre, and Mr. Bressler was quite frank in stating that he was dubious as to the attitude of the Orphans Court if he and the trustees should now bring before that body a request that they approve and ratify the sale of 55 acres of ground at $8,000 per acre.
“Failing to secure an extension of time, the Board notified the attorney for the owners that they would accept the offer made by the owners at a previous meeting, subject to approval by the State Superintendent of Schools and the securing of favorable test borings.
“As you well know, the Board and, I believe, representatives of your group who were present on Monday agreed that the junior high school site along the lake was not a good site and certainly one which could not be adapted for the construction of a junior high school. At the same time, the land on the opposite side of the lake, which your group was interested in having the Board purchase, would have required the acquisition of more land than contemplated and that this land would have cost the Board $18,000 per acre.
“The Board was further advised by its engineers that the amount of land removal involved in building on the two sites along Sanitary Fill Road involved [358]*358less dirt removal than has been involved in the building of Kenilworth and Potomac High School.
“All of these factors together led the Board to make its decision. It was not the Board’s intention to take action at their meeting, but the inability to secure a definite commitment granting the Board an extension of time left only one action; i.e., the purchase of the property in parcels 1 and 2.
“The Board has authorized me to provide you with this information so that you may have all the facts.”
On February 24, 1966, the Board by a formal resolution reaffirmed its intention to buy the site in Parcels 1 and 2. On March 22, 1966, the State Superintendent of Schools wrote the Board that he had made a personal inspection of the Parcels 1 and 2 site, and also the Parcel 15 site, which he had previously approved, and that
“Based on this visit and the information which has been made available to me through your letters and previous visits of Mr. Myers to the sites it appears to me that all the sites are adequate and acceptable for the facilities proposed. Therefore, as far as I am concerned either plan is workable and can provide the necessary school housing. The choice of the site for the high school is a local matter and I feel certain that you and the Board of Education will make the choice which is in the best interest of all of the citizens of Prince George’s County.
“I have previously approved the 32-acre site adjacent to the Capital Beltway [Parcel 15], and this letter is to be considered as my formal approval for the acquisition of approximately 62 acres adjacent to the Baltimore Washington Expressway [Parcels 1 and 2] for the creation of a school-park to house facilities for an elementary school (10 acres), a junior high school (20 acres), and a senior high school (32 acres).”
At its meeting on March 24, the Board was advised that the State Superintendent had approved the Parcels 1 and 2 site and [359]*359that GHI had written the Board that it “is still making its offer to provide a 10 acre site to the Board of Education for an elementary school at the cost of securing its release from mortgage” (emphasis supplied) and is still indicating its “opposition to the location of the high school in the general area along the Baltimore-Washington Parkway.” The Board then reaffirmed by resolution its determination to accept the “Parkway sites” (some 62 acres in all) “at an average price of $8,000 per acre.”
The Board then “requested that a release be made to the press of the step by step narration of why the Board reached the above decisions regarding the Greenbelt sites.”
On June 22, 1966, settlement was made and the Board took title to the so-called Parkway sites. (The condemnation petitions had been dismissed.)
The heart of appellants’ case is the allegation in paragraph 21 of their bill that:
“In reversing its decision to buy Parcel 15 for a high school site, in being influenced by considerations other than the public interest in the selection of Parcels 1 and 2, and by substituting for its own judgment the pressures and influence which Bresler-Lerner were able to assert by reason of their ownership and/or control of Parcels 15, 1 and 2, [the] defendant [Board] has acted arbitrarily, capriciously and in breach of its trust as a public body.”
No facts are alleged as to why the Board’s decision to reject Parcel 15 as a site for the high school when it as prospective purchaser and Bresler-Lerner as potential sellers could not agree on price, and its decision instead to buy part of Parcels 1 and 2 for a school-park complex for three schools was not a reasoned, dispassionate, independent exercise of judgment in the interest of all the citizens of Prince George’s County. The “considerations other than the public interest,” claimed to have brought about the purchases in Parcels 1 and 2, were not specified. “The pressures and influence” of Bresler-Lerner, which appellants claim to have unduly influenced the Board, are said to be those arising from their owning or controlling both Parcel [360]*36015 and Parcels 1 and 2. This amounts in context to no more than saying that if A and B cannot agree on a price for one of B’s properties which A originally liked and wanted and B offers A another piece of property, equally or more suitable, at a much lower price per acre, B has unduly and illegally influenced A. (The record shows that the asking price per acre for Parcel 15 was $18,000 an acre.)
Characterizations of acts or conduct, no matter how often or how strongly adjectively asserted, are, without supporting statements of fact (not evidence), conclusions of law or expressions of opinion. Livingston v. Stewart & Co., 194 Md. 155. Allegation of fraud or characterizations of acts, conduct or transactions as fraudulent, arbitrary, capricious or as constituting a breach of duty, without alleging facts which make them such, are conclusions of law insufficient to state a cause of action. Ragan v. Susquehanna Power Co., 157 Md. 521; Edison Realty Co. v. Bauernschub, 191 Md. 451; Willoughby v. Trevisonno, 202 Md. 442; Lord Calvert Theatre v. Balto., 208 Md. 606; Van Gorder v. Board, 229 Md. 437.
Appellants earnestly urge upon us that their bill “forms the skeletal framework” which they are prepared to fill out with the flesh of facts if given the chance. It was incumbent upon them to supply in their bill sufficient flesh of fact to picture a body rather than a skeleton. This they did not do, and at the argument, when given the chance to do so, could not tell us what pertinent or significant facts, other than the inadequate ones alleged in their bill, they could supply if a trial were granted them.
Appellants’ argument that “the final abdication of any sense of public responsibility was the * * * [Board’s] action in accepting Parcels 1 and 2 at a fictitious and arranged price of $16,000 per acre for half the acreage instead of $8,000 per acre for the entire acreage,” because, say appellants, that while the total price was the same the Board “as a public body should not have allowed itself to be made a vehicle for tax advantages to private owners of realty,” is a grasping at straws. Tax avoidance (in contrast to tax evasion) is a frequent concern of many citizens of varying economic worth on numerous occasions and, entirely properly, continually gives form and color to countless [361]*361business transactions. If the Board’s decision to buy part of Parcels 1 and 2 was freely and deliberately arrived at for sound reasons in the public interest, as the record strongly suggests, certainly it was not inappropriate or improper for the Board to acquiesce in the sellers’ desire to arrange the sale in a way that would lessen tax consequences to the sellers.
Appellants’ allegation that the site actually chosen by the Board will require widening of roads in residential areas and “will result in the irreparable destruction and impairment of valuable property rights” does not help them.
Public construction often necessarily requires widening of public roads and a citizen has no right to insist on the maintenance of an existing road width. What “valuable property rights,” which appellants claim will be destroyed or impaired, are not specified nor is it told how this will be done or whether those rights are those common to all residents and taxpayers.
Judge Powers did not err in dismissing the bill.
Order affirmed, with costs.